William Rogers
About William D. Rogers
Independent director since June 2021; age 64. Former CFO and finance executive with deep utility, water, and energy capital markets experience; BS from the United States Military Academy and MBA (Accounting/Finance) from Duke University. Designated “audit committee financial expert” by BATL’s Board.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CenterPoint Energy | Executive Vice President & Chief Financial Officer | Mar 2015 – Apr 2019 | Led finance, capital markets; utility sector expertise |
| American Water Works Company, Inc. | Vice President & Treasurer | Oct 2010 – Jan 2015 | Oversaw treasury at largest U.S. water utility; financing/investor relations |
| NV Energy, Inc. | Chief Financial Officer; earlier VP Finance, Risk & Tax; Corporate Treasurer | Feb 2007 – Feb 2010 (CFO) | Utility finance leadership; risk, treasury functions |
| Merrill Lynch | Managing Director, Capital Markets | Pre-2005 | Energy/utility capital markets execution |
| JPMorgan Chase | Capital Markets role | Pre-2005 | Structured financing experience |
| United States Army | Commissioned Officer | Prior career | Leadership and discipline |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Grupo Protexa SA de CV | Director | Since Jun 2020 | Industrial/infrastructure exposure |
| Verdant Power Inc. | Director | Mar 2021 – Apr 2022 | Clean energy tech governance |
| Enable GP, LLC (GP of Enable Midstream Partners, LP) | Director | Feb 2015 – Mar 2019 | Midstream governance; capital markets interface |
Board Governance
- Committees: Audit (Chair), Nominating & Corporate Governance (Chair), Compensation (Member). Audit committee financial expert designation.
- Independence: Board determined Rogers is independent under NYSE American rules (Mar 27, 2025).
- Attendance: Board met 23 times in 2024; each director attended ≥75% of Board and applicable committee meetings. Executive sessions of non-management directors held 4 times in 2024.
- Shareholder meeting engagement: None of BATL’s non-employee directors attended the 2024 annual meeting.
Committee Meetings (2024)
| Committee | Meetings Held | Rogers Role |
|---|---|---|
| Audit | 4 | Chair |
| Nominating & Corporate Governance | 4 | Chair |
| Compensation | 3 | Member |
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual non-employee director retainer | $150,000 | Paid quarterly |
| Audit Committee Chair retainer | $25,000 | Paid quarterly |
| Nominating & Corporate Governance Chair retainer | $25,000 | Paid quarterly |
| Total fees earned (Rogers) | $200,000 | No equity or option awards in 2024 |
Performance Compensation
- Director equity awards: None in 2024 (no stock or option awards).
- Clawback/recoupment policy: Company adopted an Incentive Compensation Recoupment Policy (Nov 28, 2023) for executives tied to accounting restatements; not applicable to director cash retainers.
Executive STI Metrics Overseen by Compensation Committee (Context for governance oversight)
| Metric Category | Specific Measures |
|---|---|
| Health & Safety | TRIR targets; non-planned H2S alarms; serious incident near misses; OSHA recordables; average quality field observations/quarter |
| Capital Efficiency | Oil production volume; capital expenditures |
| Cost Control | LOE per Boe; cash G&A; average well cost |
| Financial Targets | EBITDA; leverage ratio; oil deducts |
| Strategic | Change-in-control consummation; market cap increase; credit agreement syndication; asset monetization |
Other Directorships & Interlocks
| Company | Type | Potential Interlock/Conflict |
|---|---|---|
| Grupo Protexa SA de CV | Private/Industrial | No disclosed related-party dealings with BATL |
| Verdant Power Inc. | Private/Clean Energy | No disclosed interlocks impacting BATL |
| Enable GP, LLC | Midstream | Prior role; no current BATL transactions disclosed |
Expertise & Qualifications
- Financial leadership in regulated utilities (CenterPoint, NV Energy) and water (American Water) with capital markets background at Merrill Lynch/JPMorgan.
- Audit committee financial expert competencies: GAAP, internal controls, complex financial statement analysis, audit oversight.
- Education: BS (USMA), MBA (Duke; Accounting/Finance).
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| William D. Rogers | 4,000 | <1%* | Company had 16,456,563 common shares outstanding as of Mar 31, 2025 |
| Pledging/Hedging | Prohibited | — | Insider trading policy prohibits short sales, derivatives, margin accounts, and pledging of company stock. |
Governance Assessment
-
Strengths:
- Dual committee chair roles (Audit; Nominating & Corporate Governance) signal strong governance engagement; audit financial expert designation supports high-quality financial oversight.
- Board affirmed independence; broad finance and utility-sector experience enhances risk oversight across capital structure and operations.
- Prohibitions on hedging/pledging reduce misalignment risks; recoupment policy strengthens accountability for executive incentive pay.
-
Concerns / RED FLAGS:
- Corporate Opportunity Amendment waives corporate opportunity for stockholders and non-employee directors (including Rogers), permitting competition and renouncing BATL’s expectancy in certain opportunities; increases perceived conflict risk despite fiduciary carve-outs.
- Highly concentrated ownership and preferred-stock consent structures (Significant Stockholders affiliated with other directors) can reduce common shareholder influence on charter amendments; governance balance risk.
- Non-employee directors did not attend the 2024 annual meeting, suggesting weaker shareholder engagement optics.
- Director pay is cash-only (no equity grants), limiting direct ownership alignment; Rogers holds 4,000 shares (<1%).
-
Additional Signals:
- Say-on-pay support at 2024 annual meeting: ~79% of votes cast supported annual advisory vote, indicating moderate investor acceptance of compensation practices.
- Audit oversight: Deloitte independence affirmed; fees pre-approved; Rogers signed Audit Committee Report.
Overall, Rogers brings strong audit and governance competence and is independent; however, the corporate opportunity waiver and ownership concentration create structural conflict risks that investors should monitor alongside director engagement and alignment policies.